Product Tax. (a) All Insurance Contracts satisfy in all material respects all applicable requirements of the Code, including but not limited to Sections 72, 101, 130, 817, 7702 and 7702A of the Code.
(b) None of the Insurance Contracts is a “modified endowment contract” within the meaning of Section 7702A of the Code, except for those Insurance Contracts that are being administered as “modified endowment contracts” and with respect to which the policyholder has consented in writing to the treatment of such Insurance Contracts as “modified endowment contracts” and has not acted to revoke such consent.
(c) With respect to all relevant Tax periods, Sellers, the Company, AAC and their respective Affiliates have materially complied with all reporting, withholding, and disclosure requirements under the Code that are applicable to the Insurance Contracts, and, in particular, but without limitation, have reported distributions under such Insurance Contracts in compliance in all material respects with all applicable requirements of the Code, Treasury Regulations and forms issued by the U.S. Internal Revenue Service (the “IRS”).
(d) As of the date hereof, none of Sellers, the Company, AAC or any of their respective Affiliates has entered into any agreement or is involved in any discussions or negotiations with the IRS or any other Taxing authority regarding the failure of any Insurance Contracts to meet the requirements of the Code, including but not limited to Sections 72, 101, 130, 817, 7702 and 7702A of the Code, as applicable to such Insurance Contracts. In addition, none of Sellers, the Company, AAC or any of their respective Affiliates is a party to or has received notice of any federal, state, local or foreign audits or other administrative or judicial actions with regard to the Tax treatment of any Insurance Contracts, or of any claims by the purchasers, holders or intended beneficiaries of the Insurance Contracts regarding the Tax treatment of such Insurance Contracts or the plan or arrangement in connection with which such Insurance Contracts were purchased.
(e) The Tax treatment of each Insurance Contract is not, and since the time of issuance (or subsequent modification) has not been, materially less favorable to the purchaser, holder or intended beneficiaries thereof than the Tax treatment under the Code (i) that was purported to apply to such Insurance Contract in written materials provided by the Company, AAC or an Affiliate thereof (or by any other Person on beha...
Product Tax. (i) The Tax treatment under the Code of each Covered Insurance Policy is not less favorable to the purchaser, policyholder or intended beneficiaries thereof than the Tax treatment under the Code for which such Covered Insurance Policy is treated as qualifying. For purposes of this Section 5.6(b), the provisions of the Code relating to the Tax treatment of such Covered Insurance Policies shall include, but not be limited to, Sections 72, 101, 817, 7702, and 7702A of the Code.
(ii) All Covered Insurance Policies that are subject neither to Section 101(f) nor to Section 7702 of the Code qualify as life insurance contracts for purposes of the Code. All Covered Insurance Policies that are subject to Section 101(f) of the Code satisfy the requirements of that Section and otherwise qualify as life insurance contracts for purposes of the Code, and all Covered Insurance Policies that are subject to Section 7702 of the Code satisfy the requirements of Section 7702(a) of the Code and otherwise qualify as life insurance contracts for purposes of the Code.
(iii) Except as set forth in Section 5.6(b)(iii) of the Business Disclosure Schedule, none of the Covered Insurance Policies is a “modified endowment contract” within the meaning of Section 7702A of the Code, except any Covered Insurance Policy that is being administered as a “modified endowment contract” and with respect to which the Policy Holder either (i) has consented in writing to the treatment of such policy as a “modified endowment contract” and has not acted to revoke such consent or (ii) was informed in a manner that satisfied notice, disclosure and other applicable requirements under Applicable Law about the treatment of such policy as a “modified endowment contract,” and has not subsequently requested to have such treatment corrected.
(iv) Each Seller and its Affiliates have complied in all material respects with all reporting, withholding, and disclosure requirements under the Code that are applicable to the Covered Insurance Policies and, in particular, but without limitation, have reported distributions under such Covered Insurance Policies in compliance in all material respects with all applicable requirements of the Code, Treasury Regulations and forms issued by the IRS.
(v) No Seller or any of its Affiliates is involved in any discussions or negotiations with the IRS or any other Tax Authority regarding the failure of any Covered Insurance Policies to meet the requirements of Section 72, 101, 817, 7...
Product Tax. (a) The Tax treatment of each Reinsured Policy is not, and since the time of issuance (or subsequent modification) has not been, materially less favorable to the purchaser, holder or intended beneficiaries thereof, than the Tax treatment either that was purported to apply in materials provided at the time of issuance (or any subsequent modification of such policy) or for which such policy was intended or reasonably expected to apply at the time of issuance (or subsequent modification). Each Ceding Company has complied in all material respects with its tax withholding and reporting obligations with respect to policyholders of the Reinsured Policies.
(b) No relief has been requested from the U.S. Internal Revenue Service (“IRS”) concerning the qualification of any Reinsured Policy under, or in compliance with, the Internal Revenue Code of 1986, as amended (the “Code”), and the IRS has not asserted in writing that any such Reinsured Policy fails to so qualify or comply.
